CREDIT AGRICOLE SA: 2020 SHARE CAPITAL INCREASE RESERVED FOR
EMPLOYEES OF THE CRÉDIT AGRICOLE GROUP
Montrouge, October 1, 2020 |
2020 SHARE CAPITAL INCREASERESERVED FOR
EMPLOYEES OF THE CRÉDIT AGRICOLE GROUP
Crédit Agricole SA today announces the launch of
a share offering reserved for employees of the Crédit Agricole
group, worldwide.
Crédit Agricole SA will offer 175,000 Crédit
Agricole Group employees in 18 countries and retirees in France to
subscribe to new Crédit Agricole SA shares under a reserved capital
increase (ACR 2020).The maximum number of shares to issue is 32
million, giving a nominal value of 96 million euros.
The Board of Directors of Crédit Agricole S.A. has set the
discount offered in 2020 on the share price at 30%, in
consideration of the exceptional commitment of the Group's
employees. Crédit Agricole S.A. is one of the first CAC 40
companies to allow its employees to benefit from the new provision
of the French Pacte 2019 law allowing it to offer such a
discount.
The ACR 2020 is part of the policy promoting
employees’ participation to the Group's financial performance and
the gradual increase in the employees’ share in Crédit Agricole
SA’s capital through reserved offers.
The discount will apply to the average opening price of Crédit
Agricole SA shares between October 13 and November 9, 2020. The
subscription offer will be open to employees from November 12 to
25, 2020 inclusive (indicative dates subject to a final decision by
Group management). The individual maximum investment amount in this
offer will be 40,000 euros. The new shares will be created on
December 22, 2020.
In the event of subscription of all the shares
offered, this transaction is expected to have a maximum positive
effect of 5 basis points on Crédit Agricole SA's CET1 and 3 basis
points on the Group's one. The effect on Crédit Agricole SA's
earnings per share would be around -1% and negligible on the net
assets per share.
The characteristics of the offer are detailed in the following
pages.
1.
PURPOSE OF THE OFFER
The purpose of the offer reserved for employees
described in this information document (“the
Offer”) is to enable employees of the Crédit
Agricole group to be more closely associated with the growth of the
Company.
2.
SHARE ISSUER
Crédit Agricole SA (hereinafter “Crédit
Agricole SA” or the “Company”) a French
Société Anonyme with an authorized capital of EUR
8 654 066 136 having its registered office at 12,
place des Etats-Unis - 92127 Montrouge Cedex, France, and
registered in the trade registry (Registre du commerce et des
sociétés) of Nanterre under number 754 608 416.
Information relating to the Company is available
on its website at (www.credit-agricole.com), and in particular, in
the universal registration document available on this website.
3.
CONTEXT OF THE OFFER – SECURITIES OFFERED
The subscription of shares is proposed in the
context of the French law company savings plans (plans d’épargne
d’entreprise) established by the French companies which participate
in the Offer and the international group company savings plan
established under French law within the companies of the Scope of
the Offer internationally.
The Offer is made on the basis to the Company’s
shareholders’ authorisation given by the 36th resolution of the
extraordinary general meeting of shareholders of May 13, 2020 and
decision of the Company’s Board of Directors of August5, 2020 on
the principle of an issuance of shares at a discount for the
benefit of the beneficiaries defined below and the main features of
the Offer. The Board of Directors delegated to the Chief Executive
Officer and Deputy Chief Executive Officer of the Company the
powers necessary for the implementation of the Offer.
The shares that the employees of the Crédit
Agricole group may subscribe under the Offer (the
“Shares) are ordinary shares with a nominal value
of EUR 3 and of the same class as the existing ordinary shares. The
new Shares will carry current dividend rights. They are subject to
a lock-up period described in paragraph 6 below.
4.
ADMISSION TO TRADING ON A REGULATED MARKET
The admission of the new Shares to trading on
the market of Euronext Paris will be requested upon their issuance,
scheduled on December 22, 2020.
Upon admission to the market of Euronext Paris,
the new Shares will be entirely fungible with the shares of the
Company already listed on such market and traded at the same
trading line under ISIN code number FR000045072.
5.
MAXIMUM NUMBER OF ISSUABLE SHARES
Pursuant to the decision of the Board of
Directors of the Company, 32 million shares can be issued in the
context of the Offer, equal to the total nominal value of 96
million euros.
6.
SUBSCRIPTION TERMS
Beneficiaries of the offer:
The beneficiaries of the Offer are employees
having a seniority of more than 3 months on the last day of the
subscription period, acquired consecutively or not since January 1,
2019, with the entities comprised in the Scope of the Offer,
subject to applicable local regulations, as well as eligible
retirees of French entities (the “Employees”).
The “Scope of the Offer” includes:
- the Company;
- the entities and groups which are comprised in the scope of
consolidated accounts of the Company pursuant to Article L. 233-16
of the French Commercial Code (Code de Commerce), at the latest on
the day before the opening of the subscription period, the scope of
implementation of the offering being extended to entities having
their registered office (i) in France or (ii) Germany, Egypt,
Spain, United States of America, Hong Kong, Ireland, Italy, Japan,
Luxembourg, Monaco, Netherlands, Poland, Portugal, United Kingdom,
Serbia, Singapore and Switzerland, provided they are held directly
or indirectly at least 50% by the Company and subject to legal and
tax provisions applicable in the countries concerned;
- the Caisses régionales de Crédit Agricole Mutuel ;
- the companies controlled by the Caisses régionales de Crédit
Agricole Mutuel, whether directly or indirectly, the scope of
implementation of the offering being extended to entities having
their registered office in (i) France and (ii) Spain, Luxembourg
and Switzerland, subject to the legal and tax provisions applicable
in the countries concerned;
- the entities controlled by the Company and/or the Caisses
régionales de Crédit Agricole Mutuel pursuant to Article L. 225-180
of the French Commercial Code (Code de Commerce) and Articles L.
3344-1 and L. 3344-2 of the French Labor Code (Code du Travail)
having their registered office in France;
subject to the condition that (i) the entities
listed above have set-up a company savings plan (plan d’épargne
entreprise) or have joined one of company savings plans, group
savings plans (plan d’épargne groupe) or the international group
savings plan (PEEGI) allowing participation in the Offer and (ii)
applicable local rules and regulations are observed.
Procedures for subscription:
Employees participating in the Offer implemented
in France subscribe for Shares through a Fonds Commun de Placement
d’Entreprise (employee shareholding investment vehicle, or “FCPE”)
and Employees participating in the Offer implemented in other
countries of the Scope of the Offer subscribe for Shares
directly.
Subscription price:
The subscription price will be equal to 70% of
the average of opening prices of the Crédit Agricole SA share over
the 20 trading days prior to the decision by the Chief Executive
Officer or the Deputy Chief Executive Officer of the Company,
acting upon delegation of the Board of Directors, establishing the
opening date of the subscription period. In accordance with the
indicative time schedule, such decision would be taken on November
10, 2020.The Subscription Price will be notified to Employees via
Intranet of companies participating to the Offer and on the
offering website.
Maximum subscription amount:
The total maximum subscription in the Offer is
set at EUR 40,000. Furthermore, the total annual amount of the
investment in savings plans is capped at 25% of the gross annual
income. The minimum investment amount is set at EUR 15 for
subscription made through the FCPE in France and to the
subscription price of one Share for direct subscriptions in other
countries.
Lock-up of the shares or the FCPE units subscribed in
the context of the Offer:
The subscribers must hold the Shares or the FCPE
units subscribed in the context of the Offer until May 31, 2025
(inclusive), unless occurrence of an early release event and
subject to a longer holding period provided for in certain
countries taking into account legal and tax provisions applicable
locally.
Exercise of voting rights attached to
shares:
When shares are subscribed through an FCPE,
voting rights are exercised by the unitholders or by the FCPE
Supervisory Board (conseil de surveillance), in accordance with the
FCPE regulations. With regard to the Shares subscribed for
directly, the voting rights will be exercised individually by the
employees concerned.
7.
PROCEDURE IN CASE OF OVER-SUBSCRIPTION
The amount of individual subscriptions may be
reduced if the total of the subscription commitments received
exceeds the maximum amount set for the capital increase as
indicated in Paragraph 5 above. These subscription commitments will
be reduced in accordance with the following rules:
- the individual subscription commitments will be progressively
reduced down starting with the highest subscription commitments,
until the subscription threshold after reduction is reached (the
“Reduction Threshold”) so that the total of the individual
subscription commitments is less than or equal to the maximum
amount offered;
- as the result, all subscription commitments that are less than
or equal to the Reduction Threshold will be served entirely and
subscription commitments that exceed the Reduction Threshold will
be served up to this threshold;
- in the case of French subscribers, the possible subscription
reduction is first deducted from the portion of the subscription
which is financed by way of bank debit, and then on the sums
resulting from a transfer of employee savings.
Moreover, a specific ceiling is applied to
subscriptions in certain countries, especially the United States,
in order to take into account the local tax and legal provisions.
The reduction procedure above shall also apply if the subscription
request in these countries exceeds their specific ceiling.
8.
INDICATIVE TIME SCHEDULE OF THE OFFER
Setting of the subscription price for Shares:
scheduled for November 10, 2020. Subscription period for Shares:
scheduled from November 12 to 25, 2020Settlement/delivery of the
Shares: scheduled for December 22, 2020
This time schedule is indicative and may be
altered due to events affecting the conditions of implementation of
the transaction.
9.
LEGAL NOTICE
Further information on Crédit Agricole SA, the
Offer and the Shares offered, can be obtained on the Company
website (www.credit-agricole.com).
The Offer will be implemented only in countries
where such an offering has been registered or notified to the
competent local authorities and/or following an approval of a
prospectus by the competent local authorities or in consideration
of exemption from the requirement to prepare a prospectus or a
registration or notification of the Offer.
More generally, the Offer will only be conducted
in countries where all procedures of registering and/or
notifications have been completed and the necessary authorizations
have been obtained.
The Company may decide not to complete the
Offer, or suspending or postponing it in the event that market
conditions do not allow for the Offer to be carried out under
optimal conditions.
This information document is for informative
purposes and should not be considered as a form of canvassing or
solicitation for the participation of Employees in the Offer.
Furthermore, neither Crédit Agricole SA nor any employer is giving
investment advice with respect to this Offer. Investing is a
personal decision that must be made by the employee, taking into
account diversification of its portfolio.
10.
CONTACT FOR THE BENEFICIARIES OF THE OFFER
For any questions regarding the Offer,
beneficiaries may contact their Human Resources manager and/or any
other person specified in the documentation relating to the Offer
provided to beneficiaries.
Crédit Agricole S.A. press
contacts
Charlotte de
Chavagnac +
33 (0)1 57 72 11 17
charlotte.dechavagnac@credit-agricole-sa.fr
Individual shareholders
contacts
Toll-free number (from France):
0 800 000 777Credit-agricole-sa@relations-actionnaires.com
All our press releases are available at:
www.credit-agricole.com
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